General Purchasing Conditions of Mehler Law Enforcement GmbH

Edelzeller Straße 51, 36043 Fulda (hereinafter refereed to as „MLE“)

§ 1 General – Scope
(1) The present General Purchasing Conditions (hereinafter referred to only as “conditions“) apply to the conclusion of contracts with companies, as defined in § 310 clause 1 of the German Civil Code §, and legal entity under public law or public law special fund.
(2) All deliveries, services and quotations of our suppliers shall be performed solely on the basis of these General Terms and Conditions of Delivery Purchase. Said conditions shall be part of all contracts that we conclude with suppliers in relation to the deliveries and services offered by them. They shall also apply to all future deliveries, services and quotations for the customer, even if they are not agreed again separately.
(3) General standard terms and conditions of the suppliers to MLE or third parties shall not apply and we explicitly object to their applicability. Reference by MLE to a letter containing or referring to the general standard terms and conditions of the supplier or a third party does not imply any consent to the applicability of those general standard terms and conditions.
(4) Deliveries under retention of title with the abovementioned extensions are accepted by MLE.
(5) All agreements concluded between MLE and the Supplier for the purpose of the performance of this contract shall be set out in writing. Any verbal agreements shall only be valid if confirmed in writing by the contractor.
(6) The General Purchasing Conditions shall also apply to all future business and contracts with the supplier.

§ 2 Orders
(1) If the offers of MLE do not contain any binding period of time, MLE shall be bound for the period of one week from the date of the offer. The receipt of the letter of acceptance in text from by MLE shall be binding for time period acceptance. Any amendments or supplements to offers shall only be binding, if confirmed by MLE in text form. The text form is secured by transfer by fax or e-mail.
(2) MLE is entitled to cancel the contract at any time by means of a written declaration giving the reason, if they cannot use the ordered products for their business due to circumstances that have occurred after the conclusion of the contract. In this case, the Supplier shall be paid for the partial service provided.

§ 3 Price
(1) The price mentioned in the order is binding and covers, unless otherwise specified, the costs of packaging, insurance, freight, transport and customs to the delivery address or place of use specified by MLE (DDP – Delivered Duty Paid as per Incoterms 2010 ) –plus the statutory VAT. If, in exceptional cases, an ex-works price (ex works as per Incoterms 2010) is agreed, MLE shall only look after the cheapest freight costs. In any case, the Supplier shall be responsible for costs incurred until the transfer to the haulier, including loading.
(1) The prices agreed are fixed prices. Claims based on additional deliveries and/or performances cannot be asserted unless the additional deliveries and/or performances have been agreed and ordered in advance by the contracting parties in writing. Rebates in the period between the order being issued and delivery are for the benefit of MLE.
(2) MLE shall be entitled to rights of set-off and retention to the extent permitted by law.

§ 4 Payment/Invoice
Payment shall as a rule be made by transfer and the Supplier shall provide an appropriate bank account. Payment by bill of exchange is reserved.
(2) All payments shall be made in European currency unless otherwise agreed.
(3) Payment of the invoice does not constitute acceptance of the delivery or a waiver of claims for obvious or latent defects.
(4) MLE reserves the right, particularly in the case of part deliveries, to have these secured by bank guarantees to be agreed individually.
(5) Invoices can only be processed by MLE, if they contain the MLE order number given and the information and/or documentation agreed with the order. The Supplier shall be liable for any and all consequences arising due to non-compliance with this obligation, unless he can prove that he is not responsible for same.
(6) The period of payment of the invoice starts with receipt of a proper, verifiable invoice as per § 14 of the VAT Act by MLE, with the date of receipt and not the date of invoice being important in terms of compliance with the period of payment. Invoices with errors or mistakes, shall not be due and may be returned at any time by MLE. In such cases, the period only commences again when they are submitted correctly.
(7) In the event that any goods or service are non-compliant or incomplete, MLE is entitled, without prejudice to its other rights, to withhold any payment for any and all claims arising from the business relationship to a reasonable extent without compensation until the proper supplementary performance has been completed, without losing any rebates, cash discounts, or similar payment benefits.

§ 5 Delivery dates, periods, delay
(1) The delivery time specified in the order shall be binding. MLE reserves the right to make changes in the delivery deadlines given. Compliance with the terms of delivery shall be determined by receipt of the goods at MLE or the delivery address given.
(2) Earlier deliveries shall only be accepted after prior agreement with MLE. If there is no prior agreement, MLE reserves the right to refuse the delivery and return it at the Supplier’s cost and risk.
(3) If circumstances arise or it appears to him that the agreed delivery time cannot be adhered to, the Supplier shall inform MLE immediately in writing. MLE reserves the right, in cases in which deadline problems have arisen due to delay, to take other steps for cover in good time.
(4) If the agreed delivery or service deadlines are exceeded, MLE may, after expiry of a period of grace set by it, withdraw from the contract and obtain replacement service. MLE also reserves the right to claim compensation for direct and/or indirect damages caused by the delay.
(5) In the event of failure to deliver, MLE shall be entitled to demand a contractual penalty of 1 % for the start of each week, with a maximum of 5 % of the total order value (invoice final amount excluding VAT). The right to assert further statutory claims is reserved.

§ 6 Packaging
(1) Packaging shall only be charged after prior agreement in text form.
(2) MLE reserves the right, to return packaging that has been charged and is still useable, charging the amount invoiced to it.
(3) Returnable packaging shall be clearly marked as such and its number indicated in the accompanying documentation and the pallets used for transport must be in proper order and condition.
(4) The goods shall be packed in such a way that transport damage is avoided.
(5) The Supplier’s obligation to take back the packaging shall be subject to the statutory provisions.

§ 7 Taking delivery, transfer of risk, property rights
(1) Events of force majeure and business interruptions of whatever type and for whatever reason, which make it difficult or impossible for MLE to take delivery of the goods, and changes in quantities occurring at MLE and which cannot be planned, give it the right to extend the acceptance deadlines or withdraw from the contract of supply on the basis of written declarations. In the event of a withdrawal, MLE shall refund to the Supplier the additional costs incurred by him up to the time of the withdrawal.  
(2) Shipping is at the Supplier’s risk. The risk of any damage, including accidental destruction or loss, shall therefore remain with the Supplier until delivery to the delivery address or place of use given by MLE, unless other wise agreed in specific cases – as per Incoterms 2010 D-clauses.
(3) In the case of delivery with installation or assembly, the risk is transferred to MLE on successful completion and this shall be documented with an acceptance record.
(4) If Supplier is to provide samples, test certificates, quality documents or other documents contractually agreed, delivery and service is not considered complete until these documents are received by MLE.
(5) With respect to the delivery of goods subject to retention of title, MLE may resell such goods in the ordinary course of business. MLE shall become the owner upon payment of the full purchase price

§ 8 Warranty, Notification of material defects and defects in title
(1) The supplier shall guarantee MLE that his supplies and services comply with the recognised state of the art, the qualities and standards agreed, as well as safety, labour protection, accident prevention and other regulations, that they are of the correct quality and durability and do not feature any defects. The relevant statutory regulations apply.

(2) The statutory warranty period applies to all deliveries and services.
(3) Notification of obvious defects is registered if MLE gives notice of defects immediately, i.e. as soon as possible in the proper course of business. Notification of latent defects is registered if MLE gives notification of these after discovery, at the start or during processing.
(4) In the event of normal notification of defects, MLE may, as required, assert the following rights in the case of defective goods or service: a) reduction in the sales price with the goods being used and the defective service being accepted. b) defect-fee replacement delivery or subsequent service within a reasonable period, including free collection of the defective goods by the supplier. In the event of a replacement or subsequent service, the supplementary performance shall be deemed to have failed if the defect in quality has still not been eliminated even after a first attempt to remedy has been made. If this is impossible, MLE is entitled to withdraw from the contract, obtain an alternative replacement and claim compensation. If MLE accepts the defective goods or service, it is not obliged to waive its warranty rights.
(5) If the immediate removal of a defect is necessary to avoid more significant disadvantages, MLE itself is entitled to remove the defect at the Supplier’s costs or have it removed. In the event that the default is removed, the Supplier’s liability covers all the damages caused by the defect.
(6) For the new goods or services provided by the Supplier, the statutory warranty period begins with the subsequent performance of the delivery or service.  

§ 9 Liability and other claims
(1) The Supplier shall be liable for injury to persons, damage to property and consequential damages caused by him, under statutory provisions
(2) To the extent that the Supplier is responsible for this damage, he shall indemnify MLE against compensation claims from third parties.
(3) If MLE is obliged to recall products from third parties due to a fault in a product delivered by the Supplier, the supplier shall bear all costs associated with the recall.
(4) If a claim is brought against MLE in accordance with mandatory law based on liability regardless of negligence or fault with regard to third parties, the Supplier will join MLE to the extent that it would also be directly liable and indemnify MLE on first request. The principles of § 254 of the German Civil Code apply accordingly to the compensation for damage between MLE and the Supplier. This shall also hold true in the event of direct claims on the Supplier.
(5) The Supplier shall take out the appropriate third-party liability insurance and provide proof thereof to MLE on request.

§ 10 Copyright, inventors rights, intellectual property (of third parties)
The supplier warrants that no third party rights are infringed with its delivery.
(2) If a claim is made against MLE in relation to this, the Supplier shall indemnify MLE against these claims.
(3) The Supplier’s obligation to indemnify covers all damage and costs that MLE may incur as a result of or in connection with a claim by a third party.

§ 11 Drawings, models, technical documentation, production resources, provisions, confidentiality
The Supplier shall treat all illustrations, drawings, calculations, templates, samples and know-how and any other documents and information obtained with strict confidentiality and return same on completion of the contract. They must not be given to unauthorised third parties or made accessible in any other way. The copying of such objects is only permitted as part of the management requirements and copyright regulations.
(2) The Supplier’s duty of confidentiality also covers personal data.  
(3) The confidentiality obligation shall also apply after the fulfilment or failure of a contract; it ends if and insofar as the production knowledge contained in the illustrations, drawings, calculations and other documents that were provided has entered the public domain. The Supplier shall impose this obligation on his own suppliers.
(4) If MLE supplies and/or provides substances and materials, these shall remain the property of MLE. Any processing or transformation by the supplier is undertaken for MLE. If substances and materials of MLE are processed along with other items not belonging to it, it shall acquire co-ownership of the new product at the ratio of the value of its goods to the other processed items at the time of the processing.
(5) The Supplier may only advertise his business relationship with the contract partners with the prior written consent of MLE. The Supplier shall not use the company name or trademark of MLE without the latter’s prior written consent.
(6) The obligation to keep confidential and not use information given and documentation handed over does not apply, if the Supplier had received same legally prior to the notification or it was made public or accessible to the public. The Supplier shall bear the burden of proof.

§ 12 Compliance with foreign trade law
(1) The Supplier shall fulfil all the requirements of National and Foreign Trade Regulations applicable at the time of delivery of the goods or services for all goods to be delivered and services to be provided and obtain the necessary export licences, unless, under the Foreign Trade Regulations, it is not the Supplier but the Purchaser or a third party that is obliged to apply for the export licences.
(2) The Supplier shall forward to us in writing, and not later than 2 (two) weeks before the delivery date, all information and data required to comply with all applicable Foreign Trade Regulations governing the export and import as well as the re-export of the goods and services, including for each commodity/service (i) the “Export Control Classification Number“ pursuant to the ”U.S. Commerce Control List“ (ECCN), if the Product is subject to the U.S. Export Administration Regulations“; (ii) all applicable export list numbers; the statistical commodity code according to the current commodity classification for foreign trade statistics and the HS (Harmonized System) Code; (iii) the country of origin (non-preferential origin) and, (iv) if requested by the Purchaser: preferential origin declarations by the Supplier (in the case of European suppliers) or other preferential certificates (in the case of non-European Suppliers) (”EXPORT CONTROL AND FOREIGN TRADE DATA“) (v) the name of a contact in his company to provide clarification on any queries regarding Foreign Trade Regulations from us.
(3) If actual infringements of export control regulations are established prior to or after the conclusion of a contract or cannot be excluded, we reserve the right, at our discretion, to withdraw from the contract or demand the cancellation of those part-deliveries that give reasons to assume an infringement. The Supplier shall indemnify us against any damages incurred due to a deficiency or failure on the part of the Supplier to fulfil his undertaking under this provision of § 12. The scope of the damages to be indemnified shall also include reimbursement of all necessary and reasonable expenses incurred by us, in particular the costs and expenses of any legal defence, as well as any fines imposed by the authorities.

§ 13 Hazardous substances
If the subject matter of the contract is a material or a preparation, which under the hazardous substances ordinance, has hazardous properties or these occur when it is handled, then the supplier, before placing same on the market, shall classify this according to the regulations of the hazardous substances ordinance at the time of delivery, pack it and label it accordingly. On the initial sampling and on the first series delivery, a current, dated safety data sheet in German and English, with a reference to the location and intended use must be forwarded. The safety data sheet must be sent unrequested and automatically each time there is a change in the substance / the preparation and any time there is a revision of the safety data sheet by the supplier and at least every 3 years. If there are special handling rules, MLE shall be informed separately in writing of these and advised in the use of the substance / the preparation, taking into account the local conditions at MLE. The provisions, in particular the obligations of the Supplier under the hazardous substances ordinance, as amended, at the time of delivery, remain unaffected.

§ 14 Assignment
The supplier shall not assign his claims from this contractual relationship to third parties.

§ 15 Code of conduct for suppliers
(1) The Supplier shall comply with the laws of the respective jurisdiction. In particular, the Supplier shall not engage, actively or passively, directly or indirectly, in any form of bribery, violation of fundamental rights of his employees or child labour. Moreover, he shall take responsibility for the health and safety of his employees at the workplace, act in accordance with the applicable environmental laws and make best efforts to promote this Code of Conduct among his suppliers.
(2) Without prejudice to other rights and remedies MLE may have, MLE may withdraw from or terminate the contract if the Supplier has culpably violated any of these obligations. If, however, the Supplier’s breach of duty is capable of remedy, MLE may terminate the contract only if the Supplier has failed to comply with a period granted by MLE for remedying its breach of contract.

§ 16 Place of Performance, Place of Jurisdiction, Applicable Law
(1) If insolvency proceedings are issued against the assets of one party, the other party is entitled under legal regulations, to withdraw with regard to the part of the contract that has not yet been fulfilled.
(2) If insolvency proceedings are issued against the assets of one party, the other party is entitled under legal regulations, to withdraw with regard to the part of the contract that has not yet been fulfilled
(3) If the Supplier is a merchant, the registered offices of MLE shall be agreed as the legal venue. MLE also reserves the right to sue the Supplier at his registered place of business.
(4) The laws of the Federal Republic of Germany shall apply – to the exclusion of the conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods from 11.4.1980 (UN Sales Convention).
(5) If individual provisions of these General Purchasing Conditions are or become ineffective, this shall not affect the remaining provisions.


Mehler Law Enforcement GmbH, November 2014